hb portfolio limited · by hb portfolio limited plot no. 31, echelon institutional area, sector...
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By HB PORTFOLIO LIMITEDPlot No. 31, Echelon Institutional Area,Sector – 32, Gurugram – 122001, HaryanaPh. : 0124-4675500, Fax : 0124-4370985Email : corporate@hbportfolio.comCIN : L67120HR1994PLC034148Website : www.hbportfolio.com
ABOUT THE COMPANY
HB Portfolio Limited was initially incorporated under the name of HBStockholdings Limited on 18th August 1994 with the main object ofundertaking the Financial Services. The name of the Company wassubsequently changed on 19th February 1997 to the present name of HBPortfolio Ltd.
Pursuant to a Scheme of Arrangement sanctioned by the Delhi High Court theMerchant Banking Division of HB Portfolio Leasing Limited (now known asHB Stockholdings Limited) was transferred to and vested in the Company.
The Company equity shares are listed on Bombay Stock Exchange Limited(BSE).
The Company’s has following Subsidiaries:
(i) HB Securities Limited (Wos)
(ii) HB Corporate Services Limited
(iii) Taurus Asset Management Company Limited
(iv) Taurus Investment Trust Company Limited
continued...
Statutory Auditors of the Company
G.C. Agarwal & Associates
Chartered Accountants
240, Ghalib Apartments,
Parwana Road, Pitampura
Delhi – 110034
Registrar & Share Transfer Agent
RCMC Share Registry Pvt. Ltd.,
B – 25/1, First Floor,
Okhla Industrial Area, Phase-II, New Delhi-110020
Phone : 011 – 26387320, 26387321
Fax : 011 – 26387322
E-mail: investor.services@rcmcdelhi.com
Website: www.rcmcdelhi.com
Business Model Of the Company
The Company carries out its business activities in the financial servicesindustry.
The Company is primarily engaged in the business of investment in securities.
The Company through its wholly owned subsidiary viz., HB Securities Ltd. hastaken the membership of National Stock Exchange to carry out brokingoperations in normal securities segment and also in index, futures and options;besides, the said subsidiary is also a Depository Participant of NationalSecurities Depository Ltd. (NSDL), the premier Depository to complement thebroking operations and become an integrated retail player. Besides the above,the Company is also a sponsor of Taurus Mutual Fund having an excellent trackrecord of out-performing bench mark indices.
Composition of Board of Directors
Key Managerial Personnel (KMP)
Name of Key Managerial Personnel Designation
Mr. Anil Goyal Managing Director
Mr. Dinesh Kapoor Company Secretary
Mr. Himanshu Kansal Chief Financial Officer
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Applicability: SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are applicable on listed entities who have listed their any of thefollowing designated securities on recognised stock exchange:-
� (a) specified securities listed on main board or SME Exchange or institutionaltrading platform;
� (b) Non-convertible debt securities, non-convertible redeemable preferenceshares, perpetual debt instrument, perpetual non-cumulative preference shares;
� (c) Indian depository receipts;
� (d) securitised debt instruments;
� (da) security receipts;
� (e) Units issued by mutual funds;
� (f) Any other securities as may be specified by the Board.
Board Committees
Name of Committee Provisions applicable Structure of Committee
Audit Committee Section 177 of Companies Act, 2013 read with rule 6 & 7 of Companies (Meetings of Board & its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 deals with the Audit Committee.
Audit Committee shall consist of a minimum of three directors with at least 2/3rd of independent directors.
Nomination and Remuneration Committee
Section 178 (2), (3) & (4) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 deals with the Nomination and Remuneration Committee.
Nomination and Remuneration Committee shall consist of at least three non executive directors out of which not less than fifty percent shall be Independent directors.
Stakeholders Relationship Committee
Section 178 (5), (6) & (7) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 deals with the Stakeholders Relationship Committee.
Stakeholders Relationship Committeeshall consist at least three directors, with at least one being an independent director.
Corporate Social Responsibility (CSR) Committee
Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014
CSR Committee shall consist of three or more directors, out of which at least one director shall be an independent director.
Shareholding Pattern
The category-wise distribution of Shareholding as on 31st Dec, 2019 is as follows:
Category No. of Shares held
% of Shareholding
A. Promoters holding• Indian Promoters• Foreign Promoters
6614245
0
61.45
0.00
B. Public Shareholding (Institutions)• Mutual funds and UTI• Banks/Financial Institutions • Foreign Portfolio Investors
1393
287
0
0.01
0.00
0.00
C. Public Shareholding (Non-Institutions)
• Bodies Corporate• NRIs• Indian Public• Clearing Member/Intermediary• Trusts• NBFCs• IEPF Account
422559
64584
3143614
4066
15
45
513422
3.93
0.60
29.2
0.04
0.00
0.00
4.77
Total 10764230 100.00
Share Market Price
The monthly High, Low price of Company’s Share at BSE from
April 2019 to December, 2019 is as under:-
Month High Price Low Price Close Price Volume
Apr, 2019 28.00 23.05 23.85 28,307
May, 2019 27.00 21.20 22.65 48,905
Jun, 2019 23.95 17.40 19.10 24,648
Jul, 2019 21.50 15.30 16.25 51,764
Aug, 2019 19.00 11.70 12.70 30,522
Sep, 2019 17.99 10.32 14.90 40,048
Oct, 2019 17.00 13.72 16.10 37,951
Nov, 2019 19.65 14.05 15.70 34,797
Dec, 2019 17.00 13.60 15.20 34,226
Financial Position of the Company
The summarized financial results of the Company are as under:-In Lacs
Financial figures for the last three years
Year ended 31.03.2019
Year ended 31.03.2018
Year ended31.03.2017
Total Turnover
Profit Before tax
Profit After tax
Dividend
Reserves
No. of Equity Shares
Earning Per Share
420.84
157.16
160.02
0.00
11248.72
10764230
1.49
1450.96
1240.38
1006.58
0.00
11088.70
10764230
9.35
313.24
73.16
63.85
0.00
10836.46
11992329
0.53
INDEPENDENT DIRECTORSINDEPENDENT DIRECTORSINDEPENDENT DIRECTORSINDEPENDENT DIRECTORS
Who are Independent Directors ?
As per Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, an ‘Independent Director’ shall mean a non-executivedirector, other than a nominee director of the listed entity who-
(i) in the opinion of the Board, is a person of integrity and possesses relevant expertiseand experience.
(ii) is or was not a promoter of the listed entity or its holding, subsidiary or associateCompany; or member of the promoter group of the listed entity.
(iii) is not related to promoters or directors in the listed entity, its holding, subsidiary orassociate Company.
(iv) apart from receiving director’s remuneration, has or had no material pecuniaryrelationships with the listed entity, its holding, subsidiary or associate Company, ortheir promoters, or directors, during the two immediately preceding financial yearsor during the current financial year.
(v) none of whose relatives has or had pecuniary relationship or transaction with thelisted entity, its holding, subsidiary or associate Company , or their promoters, ordirectors, amounting to two percent or more of its gross turnover or total income orfifty lakh rupees or such higher amount as may be prescribed from time to time,whichever is lower, during the two immediately preceding financial years or duringthe current financial year.
Continued...(vi) holds neither himself, nor whose relative(s)-
(a) Holds or has held the position of a key managerial personnel or is or has been an
employee of the listed entity or its holding, subsidiary or associate Company in any
of the three financial years immediately preceding the financial year in which is
proposed to be appointed.
(b) is or has been an employee or proprietor or a partner, in any of the three financial
years immediately preceding the financial year in which he is proposed to be
appointed, of –
(1) a firm of auditors or company secretaries in practice or cost auditors of the listed
entity or its holding, subsidiary or associate Company; or
(2) Any legal or a consulting firm that has or had any transaction with the listed
entity, its holding, subsidiary or associate Company amounting to ten percent or
more of the gross turnover of such firm.
Continued...
(c) holds together with his relatives two percent or more of the total voting power of
the listed entity.
(d) is a chief executive or director, by whatever name called, of any non-profit
organisation that receives twenty –five percent or more of its receipts from the
listed entity, any of its promoters, directors or its holding, subsidiary or associate
Company or that holds two percent or more of the total voting power of the listed
entity.
(e) is a material supplier, service provider or customer or a lessor or lessee of the listed
entity.
(vii) Who is not less than 21 years of age.
(viii) Who is not a non-independent director of another company on the board of which
any non-independent director of the listed entity is an independent director
Independent Directors under SEBI (LODR) Regulations, 2015
& the Companies Act, 2013
As per Chapter IV, Regulation 17 of the SEBI (LODR) Regulations, 2015:
Not less than 50% of the board shall comprise of Non-Executive Directors with at least one Woman Director.
Independent Directors –
Where the Chairperson of the board is non-executive Director:
Where there is no regular non-executive chairperson on the
board:
At least 1/3rd of board shall comprise of Independent
Directors.
At least ½ of board shall comprise of Independent Directors.
Continued….Provided that where the regular non-executive chairperson is a promoter of the listed entity or is related to any promoter or person occupying positions at the level of the Board of Director or one level below the board of directors, at least half of the Board of Directors shall consist of Independent Directors.A director shall not be a member in more than 10 Committee or act as chairman of more than5 Committees across all listed entities in which he is a director. Furthermore, every directorshall inform the listed entity about the Committee positions he occupies in other listedentities and notify changes as and when they take place.No Director shall be appointed or continue the directorship as a non-executive director whohas attained the age of seventy five years unless a special resolution is passed to that effect, inwhich case the explanatory statement annexed to the notice for such motion shall indicate thejustification for appointing such a person.(Reg. 17(1A))At least one independent director on the board of directors of the listed entity shall be adirector on the board of directors of an unlisted material subsidiary incorporated inIndia.(Reg. 24)The performance evaluation shall be done by the entire board of directors which shallinclude-(i) performance of the directors(ii) fulfillment of the independence criteria as specified in these regulations and theirindependence from the management
As per section 149 (4) of the Companies Act, 2013:Every listed Public Company shall have at least 1/3rd of the total number of directors as
independentdirectors.The Central Government may prescribe the minimum number of independent directors incase of any class or classes of public companies.
Continued….
� As per section 150(1) of the Companies Act, 2013 Independent director may beselected from a data bank containing names, addresses and qualifications of personswho are eligible and willing to act as independent directors, maintained by any body,institute or association, as may by notified by the Central Government, having expertisein creation and maintenance of such data bank and put on their website for the use bythe company making the appointment of such directors: Provided that responsibility ofexercising due diligence before selecting a person from the data bank referred to above,as an independent director shall lie with the company making such appointment.
� The Central Government has notified the Indian Institute of Corporate Affairs atManesar (Haryana), as an institute to create and maintain a data bank containingnames, addresses and qualifications of persons who are eligible and willing to act asindependent directors, for the use of the company making the appointment of suchdirectors.
Continued….
COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS), RULES,2014.
� The provisions of the amended rules shall be applicable to all individuals whointend to be appointed as an Independent Directors and shall also cover allexisting independent directors to comply with the same within 3 months ofcommencement of the provisions.
� An online application is required to be made to IICA for the inclusion of namein the data bank for a period of 1 year or 5 yrs or lifetime and renewalapplications are also required to be made within the expiry of such period asthe case may be.
� Every individual whose name is included in the databank is required to qualifyonline Proficiency Test covering company law, securities law, basicaccountancy etc. within a period of 1 year.
� MCA has granted an exemption to the Directors or KMP's from ProficiencyTest, who have already served for more than 10 years in the listed Company orunlisted Company having paid-up capital of Rs. 10 crores or more.
� Further, an individual has to score a minimum of 60 marks in the proficiencytest as may be conducted by the IICA to pass the test. There is no limit onnumber of attempts to qualify the same within 1 year.
Tenure and obligations of Independent Directors
As per Regulation 25 of Listing Regulations:
(1) No person shall be appointed or continue as an alternate director for an independentdirector of a listed entity.
(2) Maximum tenure of Independent Directors shall be in accordance with theCompanies Act, 2013 and rules made there under, from time to time.
(3) The Independent Directors shall hold at least one meeting in a year, without thepresence of non-independent directors and members of the management.
(4) The independent directors shall, inter-alia, review the performance of non-independent directors & chairperson of the listed entity, assess the quality, quantity andtimeliness of flow of information between the management and the board of directorsthat is necessary for the board of directors to effectively and reasonably perform theirduties of the listed entity.
As per section 149(10) of the Companies Act, 2013, an independent director shall holdoffice for a term up to five consecutive years on the Board of the Company and shall beeligible for re-appointment on passing of special resolution by the Company.
As per section 149(11), no director shall hold more than two consecutive terms, but suchindependent director shall be eligible for appointment after the expiration of three yearsof ceasing to become an independent directors.
Need of Independent Directors
Independent directors broadly fit into overall structure of Corporate governance and arenecessary to ensure effective balanced boards.
The board is the most significant instrument of corporate governance .
Effectiveness of the board as the oversight body to oversee what the management does.
Independent of Directors are important, in view of :-
-Recent Scandals of disclosures & duties.
-Size and scope of present day enterprise.
-Complexity of operations.
Code For Independent Directors
Schedule IV of the Companies Act, 2013 provides guidelines of Professional conduct for an Independent director.
An Independent director of the Company shall: � Uphold ethical standards of integrity and probity.� Act objectively and constructively while exercising his duties.� Exercise his responsibilities in a bona fide manner in the interest of the Company.� Devote sufficient time and attention to his professional obligations for informed and
balanced decision making.� Not allow any extraneous considerations that will vitiate his exercise of objective
Independent judgment in the paramount interest of the Company as a whole, whileconcurring in or dissenting from the collective judgment of the Board in its decisionmaking.
� Not abuse his position to the detriment of the Company or its shareholders or forthe purpose of gaining direct or indirect personal advantage or advantage for anyassociated person.
� Refrain from any action that would lead to loss of his independence.� Where circumstances arise which make an independent Director lose his independence,
the independent director must immediately inform the Board accordingly.� Assist the Company in implementing the best corporate governance practices.
Role & Functions of Independent Directors
The Independent Directors shall:The Independent Directors shall:� Help in bringing an independent judgement to bear on the Board’s
deliberations especially on issues of strategy, performance, risk management,resources, key appointments and standard of conduct.
� Bring an objective view in the evaluation of the performance of board andmanagement.
� Scrutinise the performance of management in meeting agreed goals andobjectives and monitor the reporting of performance.
� Satisfy themselves on the integrity of financial information and that financialcontrols and the systems of risk management are robust and defensible.
� Safeguard the interests of all stakeholders, particularly the minorityshareholders.
� Balance the conflicting interest of the stakeholders.� Determine appropriate levels of remuneration of executive directors, key
managerial personnel and senior management and have a prime role inappointing and where necessary recommend removal of executive directors,key managerial personnel and senior management.
� Moderate and arbitrate in the interest of the company as a whole, in situationsof conflict between management shareholder’s interest.
Duties & Responsibilities of Independent DirectorsUndertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.
Seek appropriate clarification or amplification of information and, where necessary, if required take and follow appropriate professional advice and experts at the expense of the Company.
Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
Strive to attend the general meetings of the Company.
Where they have concerns about the running of the company or proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concern are recorded in the minutes of the Board meeting.
Keep themselves well informed about the Company and the external environment in which it operates.
Continued...Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves same are in interest of the Company.
Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
Acting within his authority, assist in protecting the legitimate interest of the Company, shareholders and its employees.
Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
Rights of Independent Directors
Right to attend and vote in every board meeting.
Right to be appointed in various committees.
Right to demand information on every business matter.
Right to seek clarifications / justifications.
Right to dissent.
POLICIES APPLICABLE TO INDEPENDENT DIRECTORS
Code for Independent Directors as per the Companies Act, 2013-Schedule IV of the Companies Act, 2013.
Company’s Code of Business conduct.
Company’s Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
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